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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 3, 2026
MITESCO,
INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
000-53601 |
|
87-0496850 |
(State
or another jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
505
Beachland Blvd., Suite 1377
Vero Beach, Florida 32963
(Address
of principal executive offices) (Zip Code)
(844)
383-8689
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
Item
3.02 Unregistered Sales of Equity Securities
2026
Bridge financing
On
June 3, 2026 Mitesco, Inc. (the “Company”) received funding from two (2) historical investors in the Company from two (2) new 2026
Bridge Notes. The 10% Original Issue Discount Convertible Promissory Notes (the “2026 Bridge Note”) with Monroe Street Capital,
LLC. whose note has a face of $75,000, and with Pinz Special Opportunities Fund, LP, whose face is $150,000 purchase price, for a total
of $225,000. The notes bear interest of 10% and have a maturity 12 months from the date of the note. Under the terms of the notes, the
Company is obligated to repay a total of $247,500 as the note includes a 10% original issue discount. The notes may be converted into
common stock of the Company at $0.15 per share, subject to certain adjustments. The description of the 2026 Bridge Note and related Securities
Purchase Agreement represents summaries and are qualified in their entirety by Exhibit 10.1 and Exhibit 10.2, attached hereto and incorporated
herein by reference.
The
2026 Bridge Notes were sold pursuant to an exemption from registration under Section 4(a)(2) and Regulation D of the Securities Act of
1933. Securities issued in this offering have not been registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from the registration requirements.
Item
8.01 Other Events.
The
Company has signed a non-binding term sheet with one of its historical lenders to provide an additional $30 million of funding
through a facility using a Equity Line of Credit (ELOC) approach. The use of the funding facility is at the Company’s
discretion and subject to numerous conditions. The funding includes a fee equal to two percent (2%) of the full funding amount to be
secured with a promissory note which can be paid using a portion of the proceeds from the facility. The Company is expecting to have
this facility in place shortly, and will be filing .a registration statement using Form S-1 shortly allowing any shares issued under
the facility to be registered upon issuance. The Company’s counsel is working with counsel for the lender to create
definitive documents, subject to approval of the Board of Directors.
The
Company issued a press release on June 8, 2026 discussing one of its new A.I. based software application, RoboAgent. A copy of the press
release is included in Exhibit 99.1 of this filing. .
Item
9.01 Financial Statements and Exhibits.
| Exhibits |
|
Description |
| 10.1 |
|
Form of 2026 Bridge Note |
| 10.2 |
|
Form of 2026 Bridge Note Securities Purchase Agreement |
| 99.1 |
|
Press release dated June 8, 2026 |
| 104 |
|
Cover Page Interactive Data File (formatted as Inline
XBRL) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Dated: June 8, 2026 |
MITESCO, INC. |
| |
|
|
| |
By: |
/s/ Mack Leath |
| |
|
Mack Leath |
| |
|
Chairman and CEO |
Exhibit
99.1
Mitesco’s
RoboAgent Team Talks A.I. For Real Estate Professionals
Industry
Experts Join Initiative to Help Shape Next Generation AI Platform for Real Estate Professionals.
VERO
BEACH, Florida – June 8, 2026 – Mitesco, Inc. (OTCQB: MITI) (“Mitesco” or the “Company”), through
its Vero Technology Ventures division, today announced the official launch of the RoboAgent Test Bed Team, an initiative designed to
provide real-world feedback, validation, and industry expertise as the Company advances development of its AI-powered real estate productivity
platform, RoboAgent. Investors and industry professionals can learn more about RoboAgent by viewing the recently released RoboAgent Advisor
Roundtable hosted by Stuart Smith of SmallCapVoice at https://youtu.be/n2TEV7uWn_8.
The
RoboAgent Test Bed Team brings together respected leaders from across the real estate, coaching, and sales performance industries who
will actively participate in evaluating the platform, validating use cases, testing workflows, and helping guide product development.
The
initial Test Bed Team includes:
| ● | Frank
Panunto – Vice President of Growth, eXp Realty, one of the largest residential real estate brokerages in the world. |
| ● | Kim
Hughes – Founder and Operations Coach, Kim Hughes & Company, recognized for helping real estate agents, teams, and brokerages
improve productivity, systems, and operational performance. |
| ● | Doug
Lotierzo – President and Owner, The Lotierzo Group, specializing in sales training, leadership development, accountability systems,
and performance coaching. |
Together,
these industry professionals contribute decades of experience in brokerage growth, agent productivity, sales coaching, and business development.
Through the Test Bed Team, participants will provide direct feedback on product functionality, workflows, coaching content, integrations,
and user experience, helping ensure RoboAgent addresses the real-world challenges facing today’s real estate professionals.
RoboAgent
is designed to help real estate professionals cut through the noise of disconnected systems and overwhelming lead volumes by transforming
CRM, MLS, and transaction data into prioritized daily actions. The platform leverages artificial intelligence to identify opportunities,
recommend next steps, and help agents focus on the activities most likely to drive revenue and client engagement.
The
panel highlighted the importance of combining AI-driven insights with proven coaching principles and real-world industry expertise. Advisors
discussed how RoboAgent’s unique approach seeks to provide agents with actionable guidance rather than simply delivering more data,
helping professionals focus on the right activities at the right time. The discussion featured insights into the challenges facing today’s
real estate professionals and the role artificial intelligence can play in improving agent productivity, accountability, and business
performance.
“The
launch of our Test Bed Team represents an important milestone in RoboAgent’s development,” said Brian Valania, CEO and CFO
of Mitesco, Inc. “We believe the best products are built alongside the professionals who use them every day. By collaborating
with experienced agents, coaches, brokerage leaders, and technology advisors, we can ensure RoboAgent addresses real-world challenges
and delivers measurable productivity gains.”
Valania
added, “The expertise represented by this group spans brokerage leadership, operational excellence, coaching, sales performance,
and agent productivity. Their feedback will help us refine RoboAgent into a platform capable of delivering meaningful value to agents,
teams, and brokerages.”
“Technology
should make agents more productive, more responsive, and ultimately more successful,” said Frank Panunto, Vice President of Growth
at eXp Realty. “The opportunity to combine AI with proven business practices and coaching methodologies has the potential to create
meaningful value for agents across the industry.”
Kim
Hughes emphasized the importance of systems and accountability in helping agents achieve sustainable growth.
“Agents
are constantly looking for ways to improve efficiency without sacrificing service,” said Hughes. “RoboAgent has the potential
to provide the structure and consistency many professionals need to stay focused on the activities that drive results.”
Doug
Lotierzo highlighted the value of combining technology with proven coaching principles.
“The
most successful sales professionals consistently execute the fundamentals,” said Lotierzo. “RoboAgent’s ability to
reinforce productive behaviors and provide actionable guidance can help create greater accountability and performance.”
The
discussion concluded with remarks from Brian Valania, CEO and CFO of Mitesco, Inc., who summarized key themes from the roundtable and
reinforced the Company’s vision for RoboAgent.
“RoboAgent
is not about replacing agents—it’s about empowering them,” said Valania. “By combining AI-driven insights, proven
coaching methodologies, and guidance from some of the industry’s most experienced professionals, we believe RoboAgent can help
agents focus on what matters most: building relationships, serving clients, and growing their business.”
Mitesco
expects feedback from the Test Bed Team to play a critical role in refining RoboAgent ahead of broader commercialization efforts. The
Company believes the combination of experienced real estate professionals, coaching experts, and technology innovators will help position
RoboAgent as a differentiated solution within the rapidly evolving proptech landscape.
About
RoboAgent
RoboAgent
is an AI-powered real estate productivity platform designed to help agents identify priorities, manage opportunities, improve follow-up
execution, and drive better business outcomes. By integrating data from multiple sources, including CRM and MLS systems, and delivering
intelligent recommendations, RoboAgent seeks to simplify the daily workflow of real estate professionals and help them focus on the actions
that matter most. The platform combines artificial intelligence, workflow automation, and professional coaching methodologies to improve
productivity, accountability, and business growth.
About
Mitesco, Inc.
Mitesco
(OTCQB: MITI) is a growth-oriented technology company focused on platforms that improve efficiency, access, and affordability. With deep
experience in business transformation, the Company deploys capital toward both organic initiatives and strategic acquisitions that enhance
shareholder value.
Investor
Contact:
Jimmy
Caplan
jimmycaplan@me.com
(512) 329-9505
Company
Contact:
Brian
Valania
bvalania@centcoreusa.com
(610) 888-7509
About
Centcore, LLC
Centcore,
a division of Mitesco, Inc., is the Company’s dedicated data center business unit. Centcore provides secure, scalable cloud services
tailored to modern enterprise and public sector needs. Centcore is a trusted provider across industries, offering certified infrastructure
and high-availability solutions.
For
more information visit www.centcoreusa.com.
About
Vero Technology Ventures, LLC
Vero
Technology Ventures is Mitesco’s venture arm investing in productivity-driven cloud technologies designed for business and government
applications. Areas of focus include infrastructure, process automation, analytics, and data center tooling. Entrepreneurs seeking capital
and collaboration are invited to connect at info@mitescoinc.com.
Forward-Looking
Statements
This
press release contains forward-looking statements, including but not limited to statements related to expansion into new operations,
data center development, software development initiatives, commercialization efforts, product deployment, and strategic growth initiatives.
Words such as expects, anticipates, aims, projects, intends, plans, believes, estimates, seeks, assumes, may, should, could, would, foresees,
forecasts, predicts, targets, commitments and similar expressions are intended to identify such forward-looking statements.
These
forward-looking statements are based on the Company’s current plans, assumptions, beliefs, and expectations. Actual results may
differ materially due to risks including financing availability, execution risk, market acceptance of products and services, litigation
exposure, and other factors disclosed in the Company’s filings with the Securities and Exchange Commission, available at www.sec.gov.
